STEADFAST 1 -2005 - Laserfiche WebLink

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executive order to close, the act in question may be performed on the next succeeding Business Day. (I) Amendments. This Agreement may not be amended or modified except in writing executed by both of the Parties hereto. (m) Survival. The recitals set forth at the beginning of this Agreement are deemed incorporated herein, and the Parties to this Agreement warrant and represent that they do not omit to state any material fact necessary to make the statements or Exhibits, as the case may be, materially misleading. The representations, warranties, covenants, acknowledgments, agreements and indemnities contained in this Agreement and the Exhibits, or in any of the documents or agreements executed and/or delivered and/or exchanged pursuant to the terms ofthis Agreement, shall survive the Closing Date for a period of twelve (12) months and any action for a breach of any representation or warranty must be filed and served within thirteen (13) months from the date ofrecordation of the applicable Deed. (n) Advice of Counsel. The Parties acknowledge that (a) they have not made any representation as to the Federal or State tax implications relating to the transactions contemplated herein, (b) they have thoroughly read and reviewed the terms and provisions of this Agreement and the Exhibits attached hereto and are familiar with the terms of this Agreement, (c) they clearly understand the terms and provisions contained in this Agreement and fully and unconditionally consent to it, (d) they have had full benefit and advice of counsel of their own selection, in regard to understanding the terms, meaning and effect of this Agreement, (e) they have executed the Agreements freely, voluntarily, with full knowledge, and without duress, (f) in executing these Agreements, they are relying on no other representations, either written or oral, express or implied, made to them by any other party to these Agreements, and the consideration received by them under these Agreements has been actual and adequate. (0) Assignment. Neither Party may voluntarily or involuntarily, directly or indirectly, sell, assign, hypothecate, pledge or otherwise transfer or dispose of all or any portion of its interest in this Agreement to any third party without the prior written consent of the other. Notwithstanding the foregoing, Steadfast shall have the right without the prior consent of City to (i) restructure the ownership interests or grant additional ownership interests in Steadfast and/or (ii) convey, transfer and/or assign this Agreement and the Steadfast Property to a new entity, provided that Steadfast or Steadfast Residential Properties has a majority ownership interest in the resulting entity. Nor shall the rights of Steadfast hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no further force or effect unless prior written consent thereto be obtained from the City Council of the City. (p) Full Integration. City and Steadfast each acknowledge that there are no other agreements or representations, either oral or written, express or implied, that are not embodied in this Agreement and the Exhibits. This Agreement and the Exhibits attached to this Agreement represent a complete integration of all prior and contemporaneous agreements and understandings and documents. 40836735. 16 21